TreeHouse Foods CFO equity converted in merger

Rhea-AI Filing Summary

TreeHouse Foods EVP and CFO Patrick M. O'Donnell reported equity changes tied to the company's merger with Industrial F&B Investments II, Inc. On completion of the merger, each TreeHouse common share was converted into the right to receive $22.50 in cash, less taxes and withholding, plus one contingent value right linked to potential proceeds from litigation involving part of TreeHouse's coffee business.

O'Donnell's restricted stock units and performance share units fully vested at the effective time, were converted into the same merger consideration, and his resulting common stock was canceled in the transaction. Following these actions, he reported no remaining TreeHouse common stock or RSUs.

Insider Trade Summary

17,807 shares exercised/converted

Exercise 6 txns

Insider ODonnell Patrick M

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	17,807	$0.00	$0.00
Disposition	Common Stock	24,511	$0.00	$0.00
Exercise	Common Stock	17,807	$0.00	$0.00
Disposition	Common Stock	17,807	$0.00	$0.00
Grant/Award	Common Stock	46,485	$0.00	$0.00
Disposition	Common Stock	46,485	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (4)

1. F1. Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of November 10, 2025, by and among TreeHouse Foods, Inc. ("TreeHouse"), Industrial F&B Investments II, Inc. ("Parent"), and Industrial F&B Investments III, Inc. ("Merger Sub"), Merger Sub merged with and into TreeHouse, with TreeHouse surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of TreeHouse's common stock, par value $0.01 per share, that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive (i) $22.50 in cash, less applicable taxes and withholding and (ii) one contractual contingent value right, which represents the right to receive a portion of the net proceeds, if any, resulting from certain litigation relating to part of TreeHouse's coffee business (clauses (i) and (ii) collectively, the "Merger Consideration").
2. F2. Reflects vested restricted stock units ("RSUs") further described in footnote three below.
3. F3. Each RSU represents a contingent right to receive one share of common stock of TreeHouse. Pursuant to the Merger Agreement, each RSU that was outstanding as of immediately prior to the Effective Time became fully vested and was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding.
4. F4. Pursuant to the Merger Agreement, each performance share unit ("PSU") with respect to TreeHouse common stock subject to performance-based vesting conditions that was outstanding as of immediately prior to the Effective Time became vested in the number of shares of TreeHouse common stock assuming that 130% of target level of performance had been achieved, and each such PSU was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding, and any unvested portion was automatically canceled for no consideration.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did TreeHouse Foods (THS) report for its CFO on February 11, 2026?

TreeHouse Foods reported that EVP and CFO Patrick M. O'Donnell had restricted stock units and performance share units vest and convert into merger consideration. The resulting common shares were then canceled as part of the merger, leaving him with no reported remaining TreeHouse common stock.

How were Patrick M. O'Donnell's RSUs treated in the TreeHouse Foods (THS) merger?

Each restricted stock unit represented one TreeHouse common share. At the merger's effective time, all outstanding RSUs became fully vested and were automatically canceled, converting into the same cash and contingent value right merger consideration as regular shares, after applicable taxes and withholding.

What did TreeHouse Foods (THS) shareholders receive in the merger consideration?

Each share of TreeHouse common stock outstanding immediately before the effective time was canceled and converted into the right to receive $22.50 in cash, less applicable taxes and withholding, plus one contractual contingent value right tied to potential net proceeds from specific coffee-business litigation.

How were TreeHouse Foods (THS) performance share units handled at the merger closing?

Each performance share unit vested based on assuming 130% of target performance had been achieved. The vested portion was automatically canceled and converted into the cash and contingent value right merger consideration, while any remaining unvested portion was canceled for no consideration under the merger agreement.

Does TreeHouse Foods (THS) CFO Patrick M. O'Donnell still hold company stock after the merger?

Following the reported transactions on the merger effective date, Patrick M. O'Donnell reported zero shares of TreeHouse common stock and zero restricted stock units beneficially owned, indicating his equity awards and resulting shares were fully settled and canceled in connection with the merger.

What role does the contingent value right play in the TreeHouse Foods (THS) merger?

Each former TreeHouse share now carries one contingent value right. This right may pay a portion of net proceeds, if any, from certain litigation involving TreeHouse's coffee business, allowing former shareholders to benefit from potential future recoveries related to that specific legal matter.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/11/2026 - 04:34 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ODonnell Patrick M

(Last) (First) (Middle)

2021 SPRING ROAD, SUITE 600

(Street)

OAK BROOK IL 60523

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TreeHouse Foods, Inc. [ THS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		D		24,511	D	(1)	0	D
Common Stock(2)	02/11/2026		M		17,807	A	(1)(3)	17,807	D
Common Stock(2)	02/11/2026		D		17,807	D	(1)(3)	0	D
Common Stock	02/11/2026		A		46,485	A	(1)(4)	46,485	D
Common Stock	02/11/2026		D		46,485	D	(1)(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(3)	02/11/2026		M			17,807	(3)	(3)	Common Stock	17,807	(1)(3)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of November 10, 2025, by and among TreeHouse Foods, Inc. ("TreeHouse"), Industrial F&B Investments II, Inc. ("Parent"), and Industrial F&B Investments III, Inc. ("Merger Sub"), Merger Sub merged with and into TreeHouse, with TreeHouse surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of TreeHouse's common stock, par value $0.01 per share, that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive (i) $22.50 in cash, less applicable taxes and withholding and (ii) one contractual contingent value right, which represents the right to receive a portion of the net proceeds, if any, resulting from certain litigation relating to part of TreeHouse's coffee business (clauses (i) and (ii) collectively, the "Merger Consideration").

2. Reflects vested restricted stock units ("RSUs") further described in footnote three below.

3. Each RSU represents a contingent right to receive one share of common stock of TreeHouse. Pursuant to the Merger Agreement, each RSU that was outstanding as of immediately prior to the Effective Time became fully vested and was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding.

4. Pursuant to the Merger Agreement, each performance share unit ("PSU") with respect to TreeHouse common stock subject to performance-based vesting conditions that was outstanding as of immediately prior to the Effective Time became vested in the number of shares of TreeHouse common stock assuming that 130% of target level of performance had been achieved, and each such PSU was automatically canceled and converted into the right to receive the Merger Consideration, less applicable taxes and withholding, and any unvested portion was automatically canceled for no consideration.

Remarks:

	/s/ Kristy N. Waterman, by Power of Attorney	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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